Coforge’s OP Bhatt exit: Did board evaluation mask deeper boardroom differences?

New business data points to the fact that Coforge’s sudden chairman exit has boosted questions over whether a dispute over the firm’s board evaluation process was the immediate trigger for O.P. Bhatt’s resignation, or whether it was a manifestation of deeper differences between the former chairman, management and shareholders, including Advent International.

Industry experts have pointed to wider disagreements around Bhatt’s exit, including between the chairman, management and shareholders.

“Looks like disagreements on matters of strategy and policies between the Chairman and the largest shareholder Advent seems to have led to this resignation,” stated Shriram Subramanian, Founder & MD, InGovern Research Services, told Moneycontrol.

A key event preceding Bhatt’s exit was the August 24 annual general meeting, where shareholders voted on his reappointment as a director with effect from May 2027. Advent, Coforge’s largest shareholder, voted against the proposal, according to Subramanian.

Bhatt, who served as Coforge’s non-executive independent chairman, resigned with immediate effect on September 8, 2026. That stated, the firm’s disclosure stated the resignation followed concerns boosted by an internal audit into the way the Board Evaluation Exercise and the resulting Board Evaluation Report (BER) had been handled.

According to Coforge, the internal audit found that certain material information relating to the BER and Bhatt’s performance as chairman had not been fully disclosed to the board when the report was presented. The board subsequently sought an explanation from Bhatt and was still evaluating his response when he resigned.

Bhatt, in his resignation email, stated he had acted in good faith and that continuing on the board while there was disagreement over the nature of his actions in the board evaluation process would not be conducive to the board’s effective functioning.

“I believe that continuing on the Board while there stays a disagreement considering the characteristics of my good faith actions in the Board evaluation process would not be conducive to the effective functioning of the Board,” Bhatt stated.

Bhatt has served as the Chairman and chief executive equivalent of the State Bank of India (SBI) from 2006 to 2011, and has served on the boards of more than 10 major corporate, financial, and public sector enterprises throughout his career, including Tata Consultancy Services and Oil and Natural Gas Corporation. Advent-Coforge relationship

That vote assumes greater significance given Advent’s relationship with Coforge.

In December 2025, Coforge announced its $2.35 billion acquisition of Encora from Advent International, Warburg Pincus and other minority shareholders. The transaction was structured predominantly as an all-stock deal, with $1.89 billion of consideration to be paid through Coforge equity.

Moneycontrol was the first to report that Coforge is in talks to buy Encora, citing sources.

The transaction additionally gave the incoming market participants rights to nominate two directors to Coforge’s board, as well as one nominee each to the audit committee and nomination and remuneration committee, subject to specified conditions.

The shareholder disagreement as a result comes against the backdrop of a major change in Coforge’s ownership structure and strategy. The Encora acquisition was positioned by Coforge as a defining transaction that would create a roughly $2.5 billion technology services firm, with AI-led engineering, cloud and data services forming the core of the combined business.

Was the BER the trigger or the underlying offering?

Another industry market observer, Pareekh Jain, CEO and Lead Market observer at Pareekh Consulting and EIIRTrend, additionally pointed to the possibility of wider disagreements involving Bhatt.

“Chairman's disagreement with both management and shareholders including Advent could be the case,” Jain stated.

Jain stated Bhatt may have been approaching governance and risk from a longer-term shareholder perspective, while management may have been focused on moving with greater speed.